SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 6, 2006 among HyperSpace Communications, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 6, 2006, among HyperSpace Communications, Inc., a Colorado corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of HYPERSPACE COMMUNICATIONS, INC.Security Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5th anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HyperSpace Communications, Inc., a Colorado corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, no par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF CONVERTIBLE DEBENTURE DUE SEPTEMBER __, 2009Security Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of HyperSpace Communications, Inc., a Colorado corporation, having its principal place of business at 116 Inverness Drive East, Englewood, Colorado 80111 (the “Company”), designated as its Convertible Debenture, due September ___, 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
Re: Securities Purchase Agreement dated September __, 2006 (the “Agreement”) by and among HyperSpace Communications, Inc, (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and collectively referred to as the “Purchasers”)
FORM OF VOTING AGREEMENTVoting Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software
This letter will confirm my agreement to vote all shares of HyperSpace Communications, Inc.’s (“HCO”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of HCO to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of common stock of HCO outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated September __, 2006, attached hereto as Exhibit A, among HCO and the purchasers signatory thereto (the “Purchase Agreement”) and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity) and to increase the authorized capital of HCO to 100,000,000 shares of Common Stock. This agreement is given in consideration of, and as a condition to enter into such Securities Purchase Agreement and is not revocable by me.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software
This Amendment to Executive Employment Agreement (this “Amendment”) is entered into this 6th day of September 2006, by and between HyperSpace Communications, Inc., a Colorado corporation (the “Company”) and John P. Yeros (the “Executive”), and amends the Executive Employment Agreement dated September 28, 2005 (the “Employment Agreement”) between the Company and the Executive.
CRESTVIEW LETTERHEAD]Consulting Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software
